MLP: FiM: Night of the WerePony
by Darkraptor20
Summary: Its Pastry Night at Ponyville and everyone's gotten their sweet tooths going, especially one guest who can 'Wolf' down any and all pastries. Can Twilight and her friends put a stop to the Were-Pony or will all of Ponyville be pastry-less forever?
1. Cupcakes, Pie, and Wolf!

**MY LITTLE PONY: FRIENDSHIP IS MAGIC**

**NIGHT OF THE WERE-PONY**

**BY: DARKRAPTOR20**

It was a beautiful autumn day in Ponyville. The Running of the Leaves in the past, the ponies focused on another holiday coming up soon. One that one pony can't wait for.

"Ponyville Pastry Night!" Pinkie Pie, a pink and magenta Earth Pony, shouted as she hopped around the picnic cloth that Twilight Sparkle, a purple Unicorn Pony, spread out. "I can't wait! I mean, there's going to be all types of cakes and candy and sweets and…!"

"Pinkie," said Twilight, trying to stop the mad hopping of Pinkie Pie. "Its not for another few nights. Try to help me here with the blanket so we can start our picnic".

"Oh! That reminds me!" Pinkie took out her basket full of cupcakes and takes one out that had a rainbow-colored frosting on it. "Here! Try one!"

"Uh…" Twilight looks at the cupcake, unsure, "What is it?"

"It's a Rainbow Dash Cupcake. I made it myself".

Before Twilight could answer, the cupcake gets taken by a quick, blue-colored pegasus with a rainbow colored mane.

"You have a cupcake named after me?" Rainbow Dash smiled as she looked at it. "Now that's cool, Pinkie Pie!" She takes a bite into it, then makes a gag reflex face.

Twilight looked at Dash, then to Pinkie. "what's in those cupcakes?"

Pinkie smiled. "Since it is Rainbow Dash, I thought I'd make it out of everything a rainbow is! Strawberries for red, lemons for yellow, oranges for orange, grapes for purple, blueberries for blue, and a DASH of chocolate!"

Twilight put the cupcake back as Rainbow Dash flew to the forest, where she tossed the cupcake out. Meanwhile, the others began to show up: Applejack, Rarity, and right behind them, Fluttershy.

"Well, howdy you two!" Applejack greeted as Rainbow Dash came back, still trying to get the taste out of her mouth.

"I'm glade you're all here!" Pinkie Pie smiled as she takes out more cupcakes, each designed after her pony friends. "Ta-Da! I call it 'Best Friend Cupcakes!'"

"Wow, Pinkie, that's very creative and original," said Twilight, looking at the purple one that would be hers.

"Here, try them!" Pinkie handed each of them their cupcakes. "Twilight Sprinkles, Rarity Cake, Applejacks, Flutter-bies, and my own favorite, Pinkie Pies! Get it? They're little pies I made!"

"Let's just hope they don't have an 'unusual' taste," said Rainbow Dash, sticking her tongue out.

The Ponies, not wanting to upset their friend, took a bite out of the cakes and…

"Wowwie!" said Applejack, "Mine tastes like a good apple-cinnamon flavored cake!"

"Mine's a red velvet cupcake with vanilla frosting!" said Rarity.

"Amazing! Mine's a dark-chocolate with grape frosting," said Twilight. "Its actually very good, Pinkie".

Pinkie smiled as Rainbow Dash was dumbfounded. She takes the Pinkie Pie Cake and bites into it, having a tangy berry taste in her mouth.

"Pinkie, how come you made good cupcakes for the others but mine are… not cool?" said Rainbow Dash.

"I thought I could combine the flavors into one big new flavor!" said Pinkie Pie.

"Murky, mud flavor?"

As the two ponies talked over the Dash Cupcakes, Twilight looked at Fluttershy, who barley finished her cupcake.

"What was your flavor, Fluttershy?" She asked.

"Oh, it was carrot-cake with creame cheese frosting," replied Fluttershy. "It was…nice".

"I'm glad you thought so!" said Pinkie Pie as she one-armed hugged Fluttershy.

"At least hers was edible!" said Rainbow Dash.

Rarity looks at the Rainbow Dash cupcakes. "They don't look that bad". She takes a bite, then does a gag reflex. Then, she ran to the nearest bush.

"I guess I need to perfect the Rainbow Dash-cakes," said Pinkie Pie. "I'll go and see what I can do! I have to make the right cakes for my friends so I can enter the Best Pastry Contest!"

"Pastry contest?" asked Twilight.

"The Pastry Contest is where all the ponies from Ponyville enter their sweets to be judged best pastry," said Applejack. "First place will be mine this year with my Three Apple Cake!"

"No, I will win with my Best Friend Cakes!" said Pinkie Pie

"Not with my cupcakes, you won't," said Rainbow Dash

As the ponies argued, Twilight noticed that Fluttershy was already leaving.

"Fluttershy, where are you going?"

"Oh, I have to check up on my froggie friends at Froggie Bottom Bog," said Fluttershy.

"Would you like some company? After all, don't forget about that Hydra that lives there".

"Don't worry, Twilight. I'll walk there, and there's a safe place where the frogs live that the Hydra doesn't know about".

"You sure?"

As Fluttershy nodded, Pinkie Pie stopped in front of her.

"Wait! At least take this pie!" she said. "A little something for your froggy friends!"

"Um… okay, thanks, Pinkie Pie," said Fluttershy, accepting the pie.

"No problem! Say hi to your froggy friends for me! As for me, time to come up with better cupcakes of Rainbow Dash!"

She hops away as Rainbow Dash called out to her.

"Remember to taste them before anypony else does!"

"Uh, Dash," said Applejack, "This is Pinkie Pie we're talking about".

"Oh, right…."

Fluttershy smiled as she went on her way to Froggy Bottom Bog. In the meantime, three cape-wearing Fillies had arrived.

"Rainbow Dash!"

The Ponies turned to see the Fillies.

"Sweetie Bell?" said Rarity to her young Unicorn Pony sister.

"Apple Bloom?" said Applejack to her sister, "What are you doing here?"

"Well, Scootaloo wanted to see Rainbow Dash," said Apple Bloom.

"When doesn't she?" said Sweetie Bell.

"Well, its only because…" Scootaloo went to Rainbow Dash. "Think you can perform the Sonic Rainboom?"

Rainbow Dash smiled, always liking an audience for her performances. "Of course! In fact, I'll show you all some moves before I make my signature move!"

Meanwhile, Fluttershy was still walking towards Froggy Bottom Bog when she heard something.

"Eep!" Fluttershy quickly ducked and put her arms over her head. She looked up, wondering what the noise was. The bushes nearby rustled as Fluttershy scooted back to a tree, shaking with fear. She closed her eyes as the rustling got closer… and closer… and then…

"Yip! Yip!"

Fluttershy opened her eyes to a little grey and white wolf cub, smiling at her.

"Oh! You're so cute!"

The wolf cub leapt around her in a playful mood, which made Fluttershy smile. Then, the pup stopped as it sniffed at Fluttershy's bag.

"Oh? Are you hungry?" She takes out the pie that Pinkie gave her and sets it down as the pup began to eat it. "It was for my froggy friends, but I think you need it more than them. You're so cute!"

Meanwhile…

Rainbow Dash ended her trick, with much hoof-applause from the Cutie Mark Crusaders.

"Yay! Go Rainbow Dash!"

"Thank you!" Bowed Rainbow Dash. "Thank you! Now, for the moment you've been waiting for! The Sonic Rainboom!"

As Rainbow Dash flew straight up, Applejack went up to the little Crusaders.

"We better move back if you want to keep your manes on your heads!"

They moved far out as Rainbow Dash dove at a high speed and picking up more and more and more until…

Meanwhile…

Fluttershy was petting the wolf cub as it ate the last of the pie when…

BOOM!

The Sonic Rainboom's blast startled the pup that it bit into Fluttershy's hoof.

"Ow!" Fluttershy moved her hoof out of the way as the wolf cub ran away from fear. "Wait! It wasn't anything bad! Ow!"

Fluttershy looked into her bag and took out a long bandage as she wrapped up her injury. She then looked around, hoping the wolf cub was nearby, but the cub was long gone.

"Oh well… he was very cute…" Fluttershy looks up to the sky and notices that it was getting late. "I'm sorry, my froggy friends. I'll visit you next time. Ow!"

With that, Fluttershy lept and began to fly out of the forest, not knowing what's soon to happen.


	2. Midnight Snacks and Howls

**PONYVILLE**

It was sundown by the time Fluttershy got back to Ponyville, soothing her accidental injury from the wolf cub. As she approached Sugar Cube Corner, Pinkie Pie opened the top door, her mane covered in frosting and cake mix.

"Hi, Fluttershy!" she said, smiling, "How did your froggy friends like the pie?"

"Oh, uh…" Fluttershy stuttered a little, "I'm sorry, Pinkie, but I never made it to Froggy Bottom Bog. You see, along the way, I…"

"LOOK OUT BELOW!" boomed Rainbow Dash's voice as she screeched to a halt in front of Pinkie Pie and Fluttershy. "So, Pinkie Pie, did you find a way to make my cupcakes twenty percent cooler than the others?"

"Did I ever!" Pinkie opened the door. "Come on in! I believe these are perfect!"

Rainbow Dash flew inside as Fluttershy entered slowly, flinching everytime she stepped on her injured hoof. Rainbow Dash noticed her.

"Uh, Fluttershy. What happened to you?"

"Oh!" Fluttershy moved her hoof back. "Well, you see… I met this-"

"DONE!" Pinkie Pie shouted as she put three cupcakes in rainbow frosting in front of them. "The new Rainbow Dash Cupcakes!"

"I hope these are better," said Rainbow Dash.

"I believe they are," said Fluttershy, sniffing the cupcakes. "They smell heavenly". She takes one and bites into it, then her eyes go wide open.

"Oh boy," said Rainbow Dash.

"Are they bad?" said Pinkie, feeling a bit sad.

"No… They're excellent!" Fluttershy ate the rest of the cupcake.

Rainbow Dash looked a Fluttershy, then to the cupcake. She picks it up and takes a bite. Unbelievable, the cupcakes were great.

"Now these are Rainbow Dash Cupcakes!" Rainbow Dash said as she looked at Pinkie Pie. "How did you do it?"

"Easy!" said Pinkie Pie, happy that her friends enjoy her cupcakes. "I added colored candy to the mix. Thus, Rainbow Dash cupcakes!"

Rainbow Dash looked at the cupcakes and noticed that there were candy-coated chocolates in the cupcake.

"Either way, they're great! Do you have anymore?"

"Plenty!" said Pinkie Pie as she pointed her hoof to a table, but… "Or not. Fluttershy?"

Fluttershy had eaten all the cupcakes, along with the frosting on the lid. She swallowed and looked at them, smiling.

"Wow! Never seen anypony eat that many cupcakes, except for me during that cupcake eating contest!" said Pinkie Pie, pointing to a trophy with a cupcake on top of it.

"Fluttershy?" said Rainbow Dash. "You feeling alright?"

"I'm sorry…" said Fluttershy. "Did you want some?"

"That's not what I meant. I mean, since when do you eat so many cupcakes at once? How many did you eat?"

"I don't know. I wasn't counting".

"Pinkie Pie?"

"I believe I made around 30 or so," said Pinkie, "I just had a lot of batter to make them with".

"Fluttershy," said Rainbow Dash, "You ate 30 cupcakes in about 30 seconds flat!"

"I guess they were really good," smiled Fluttershy as she began to sniff around. "What's that wonderful smell?"

Both Rainbow Dash and Pinkie Pie sniff around, but nothing.

"I don't smell anything," said Rainbow Dash.

"I smell frosting!" said Pinkie Pie.

"That's because you still have some on your nose, Pinkie".

"Oh, right!"

As Pinkie Pie licks off the batter and frosting from her mane, Mrs. Cakes enters, wheeling in bagged items.

"Good Evening, Mrs. Cakes!" said Rainbow Dash, Fluttershy, and Pinkie.

"Oh, good evening, girls," she replied.

"What's in the bags?" asked Rainbow Dash.

"Oh, well, my secret ingredient for the Ponyville Pastry Night Competition!"

"Its Truffles, isn't it!" said Fluttershy.

Mrs. Cakes and Rainbow Dash go 'Huh?' while Pinkie Pie's eyes widened up.

"Truffles? The most tasty ingredient that can make any pastry irresistable? Wow!"

"Uh… yes…" Mrs. Cakes looked at Fluttershy, "How did you know?"

"Oh, I was able to smell it", said Fluttershy.

"Smell?" Rainbow Dash smelled close to the bag, which gave a faint scent of sweetness. "I can barley smell it, yet you were able to smell it from there while she was in the other room. Fluttershy, you sure you're okay? You don't seem like….you".

"What do you mean?" Fluttershy quickly said.

Rainbow Dash looked even more befuddled. "What I mean is, you never ate so many cupcakes in one setting and you were able to sniff out truffles through a bag. Did something happen to you in the Everfree Forest?"

"I tried to tell you so many times, but not anymore," said Fluttershy, tilting her head away as she headed for the door. "I'm going home. Have a good night".

With that, Fluttershy began to fly off, leaving behind two befuddled ponies and one who was talking to herself over the truffles.

"If she makes that, I won't have a chance to win!" said Pinkie Pie, "But on the other hoof, her Truffle Surprise Cake is the best there is! But then I won't win! But then again, winning isn't everything…!"

**FLUTTERSHY'S COTTAGE**

Fluttershy entered her home as the night came in. She went up to bed and prepared herself to go to sleep.

"Maybe I was a little hard on Rainbow Dash and Pinkie Pie," she said to her reflection in the mirror. "They were only looking out for me. I know, tomorrow morning, I'll go apologize to Rainbow Dash! But for now, I better get some sleep".

She slid into her bed as she turned off her lamp. She sighed as she closed her eyes as the moon shone its light inside.

**LATER THAT NIGHT…**

Mr. and Mrs. Cakes were in bed, Mrs. Cakes's hair in curlers and a sleeping mask over her eyes and Mr. Cakes in a nightcap. They were having a good night's sleep when suddenly…

BANG! CLANG! KERPINK!

Both woke up, startled by the noise that came from downstairs.

"What's that?" said Mrs. Cakes, taking her blindfold off.

"Sounds like its coming from downstairs," said Mr. Cakes.

"Ugh… I'm guessing its Pinkie Pie, baking late again".

"Nope!"

Pinkie Pie poked her head from the side of the Cakes's bed, startling them both.

"Pinkie Pie?" said Mrs. Cakes, "What are you doing in our room?"

"Couldn't sleep! So I came in to see if I could borrow a story book when I felt sleepy and quickly went to sleep on your comfy carpet!"

"Okay…" began Mr. Cakes, "But if you're here, then whose…"

CLANG! BANG!

"Sounds like Pinkie Pie's baking late again!" said Pinkie.

"You're Pinkie Pie," said Mrs. Cakes as she got out of bed.

"Oh, right!" chuckled Pinkie.

"Sounds like a burglar," whispered Mr. Cakes as they headed downstairs.

"A burglar?" Mrs. Cakes shrieked, scared.

"Maybe it's a cat burglar, looking for a cat," said Pinkie. "Luckily we don't have one, but then again, Rarity has a cat… Oh! I better go warn her to be on the lookout!"

"Pinkie, please, keep your voice down!" said Mr. Cakes as they entered the main floor. They looked around the shop, but it was quiet. "Looks like everything's okay here".

CLANG!

"Sounds like its coming from the kitchen!" said Mrs. Cakes. "Oh no! My Truffles!"

The three Ponies get to the door, where they heard low growling noises, followed by what sounded like something eating. They opened the door , the moonlight casting shadows everywhere, along with a big silhouette of what looked like a pony, but… furrier and bigger. It was eating the cupcakes and pastries left over from the night before, spreading crumbs everywhere. The Cakes both were shaking with fear from the unknown pony creature, but…

"Hey!" said Pinkie Pie, opening the door more. "I was saving those for later today!"

The pony creature turned around, the moonlight showing it had a long mane, glowing yellow eyes, and frosting all over its mouth. It snarled at Pinkie Pie, then ran out the door. Pinkie Pie followed, but the creature was gone.

"Where'd it go?"

"Far away from here, I hope!" said Mrs. Cakes. "Just look what it did!"

"What in Equestria was that… thing?" asked Mr. Cakes.

"I don't know," said Pinkie Pie, "But it didn't leave me any pastry for breakfast!"

Both the Cakes rolled their eyes a little as the moon shone over the night sky.

**MORNING**

Fluttershy opened her eyes, feeling as though she didn't get enough sleep, along with remembering what seemed like a strange dream, a dream of pastry sweets. Then, she noticed that she was outside her cottage home and lying in a field nearby. She gets up and wondered how she got outside.

"Oh, Fluttershy," she said to herself, "You must've been sleepwalking…"

She goes to the lake nearby and notices that she had frosting all over her mouth. Fluttershy touched the frosting, wondering if it was a dream.

As Fluttershy entered her home, wiping the frosting off her mouth, a knock came. Opening the door, it was Twilight Sparkle, looking worried.

"Twilight?" asked Fluttershy.

"Thank Celestia you're awake, Fluttershy!" said Twilight, "We've got a situation!"

"Situation? What situation?"

**SUGAR CUBE CORNER**

"Somepony broke into Sugar Cube Corner and devoured all the pastries last night".

The other ponies were already there as they were looking at the damage from last night.

"What in tarnation happened here, Pinkie?" asked Applejack.

"I don't know, but whoever it was, it ate all our pastries!" said Pinkie Pie, looking mad. "I never got a chance to eat breakfast!"

"Focus, Pinkie Pie!" said Rainbow Dash, "Just 'what' did this?"

"We never got to see it clearly," said Mrs. Cakes, "But it looked like a pony, but twice as big".

"A big Pony?" asked Twilight. "How big?"

"Holey Moley, look at this holey!" said Pinkie Pie, interrupting them.

The others go and see what looked like a hoofprint, but with clawmarks.

"That's no hole, Pinkie Pie," said Applejack, "That there's a hoofprint…" she puts her hoof next to it. "Left by a very big pony! Shoot, I reckon the varmits even bigger than Big Macintosh himself!"

"Uh, you better take a closer look at that hoofprint, Applejack," said Rainbow Dash, in which there were four slash-like marks, "Since when do Ponies have claws?"

"Well," said Rarity, "Obviously it doesn't know proper grooming".

"Focuse, ladies," said Rainbow Dash, "What we've got is probably a creature from the Everfree Forest".

All the ponies except Twilight gasped.

"A creature from the Everfree forest?" she said.

"Yep," replied Rainbow Dash.

"That happened to come all the way to Sugarcube Corner…"

"Ahuh!"

"And devour all their pastries…"

"Yeah"

"And then just leave?"

"That's about right"

"Ugh. Rainbow Dash, really? Sugarcube corner is in the middle of Ponyville. Some pony could have heard or seen it enter and leave the area, couldn't they?"

"Not unless they knew how to disappear," said Applejack from a distance off. "Looks like the hoofprints end here! Then, they just vanish, like the varmit's gone ghostly…"

"Or it could jump very far," said Pinkie Pie.

"Or it could have just disappeared, like a ghost," said Rarity.

"Or maybe it can fly!" said Rainbow Dash.

"Or maybe it took its costume off from here and walked away from the scene like nothing's happened," said Twilight.

"Oh, come on, Twilight! What gives you that idea?"

"Well, I, for one, am not about to let my imagination get the better of me in this situation".

"What about those other times when you thought about what punishments awaited you when you thought you failed Princess Celestia?" asked Fluttershy.

"That's not having my imagination getting the best of me, that's… overthinking possibilities, that's all".

"Right," said Rainbow Dash, "Well, if whatever did this to Sugarcube Corner ever comes back, I got something for it to snack on". She thrusted her hind legs, kicking the air.

"Well, if Pinkie Pie and the Cakes are okay, then maybe I can go tend to my animal friends?" asked Fluttershy.

"Of course," said Pinkie Pie, "We're okie-dokie loki!"

"Oh, thank you, Pinkie Pie".

As Fluttershy left, Twilight was still looking at the hoofprint.

"I'd better make a cast of this to look up whatever made this. Too bad I don't have any plaster or mix…"

"Oh! I got something you could use!" said Pinkie Pie as she went inside. In a flash, she came out with…

"Gelatin mix?"

"Well, duh! Cake and pudding mix can't be taken out of molds".

"Okay… well, at least it'll give a mold".

"And the best part is you can eat it after you're done!"

"Uh…thanks, Pinkie".

**Fields**

Fluttershy was happily humming as she approached the field where the animals roamed freely. She saw the bunnies play in the sun as the birds sang in the trees and the squirrels chasing one another on the limbs.

"Good morning, my animal friends!" sang Fluttershy as she approached them. Suddenly, as if there was danger, all the animals ran away from her. "Huh?"

Fluttershy was confused. Not one animal ever fled from her, at least not her own animal friends. As she approached the bunnies, they squealed with fear as they hopped away from her.

"What is the matter with you all?" she said, "Its me, Fluttershy. You're pony friend, not a dangerous creature!"

Nothing happened. The animals all fled, getting away from her as if she was dangerous. This struck a hard blow to Fluttershy, who began to weep. She decided to head to her cottage to clear her mind.

"At least Angel Bunny is still my friend," Fluttershy said to herself. As she approached her cottage, Angel was there, sweeping the floormat with his little broom. "Oh, Angel!"

Angel looked up and waved, but then, as though he sensed danger, he fled into the cottage and shut the door.

"Angel?" Fluttershy approached her home and knocked on the door. "Angel, its me, Fluttershy! Please let me in".

She continues to bang on the door, pleading with her bunny friend to let her in, but Angel, still scared, refused.

"Let me in!" Fluttershy felt herself getting mad. "I'm giving you to three to let me in, Angel! One…. Two… THREE!"

BAAMM!

With a great thrust, Fluttershy kicked the door open… and sent it flying clear across the house to the back, where it smashed right through the wall and out the other side. Fluttershy shook off her anger and gasped, not knowing what she just did.

"Oh…my…" She stuttered as she looked at Angel Bunny, who seemed to have cowered into a corner, scared of Fluttershy.

"Angel…"

"Howdy, Fluttershy!"

Fluttershy turned around to see Applejack trotting up to her. She smiled, then looked at the missing door, along with the hole in the back.

"Um… need a hoof in remodeling?"

"Oh, no thank you… I mean, this isn't… what I-I mean is…"

"Never mind. Listen, think you can come to Sweet Apple Acres? Still have a few of your bunnies stealing my apples".

"Oh! Of course!"

"Thank ye kindly, Fluttershy".

**Sweet Apple Acres**

Fluttershy and Applejack arrived at Sweet Apple Acres when they see a little yellow filly run towards them.

"Apple Bloom?" said Applejack.

"Applejack, come quick!" she said. "Big Brother Macintosh's wagon got stuck in a mudhole and can't get it out!"

"Oh horse feathers! Where is he?"

"Near the end of the orchard!"

"Let's go then!"

Apple Bloom jumped onto her sister's back as she galloped towards the situation. Applejack was very fast that she didn't know that she left Fluttershy back. Knowing she'd be okay, Applejack continued towards her brother. In moments, she sees Big Macintosh.

"Big Mac!" Applejack screeched towards a halt. "Where's the… wagon…?" Her expression went from worry to surprise when she saw Fluttershy near the wagon, looking at it. "Fluttershy?" Applejack does a double-take. "How'd… how'd you get here before us?"

"She flew, of course," said Apple Bloom.

"Nnope," said Macintosh. "She got here runnin'".

"Running?" Both sisters dropped their mouths.

"But we didn't see her pass us?" said Apple Bloom.

"So she had to fly!" said Applejack, "Right Fluttershy?"

"Oh, no," said Fluttershy, "I actually ran here".

"But…but…" Applejack was at a loss for words.

"Uh, AJ," said Macintosh, "What about the wagon?"

"Oh right!"

Being back on track, they look and see the wagon full of apples, a wheel stuck inside thick mud.

"Okay, here's what we do. Big Macintosh will pull, I'll push…"

"What about me?" asked Apple Bloom.

"You can, uh… watch us".

"Applejack! I wanna help!"

"And I appreciate it, little sis, but yer not strong enough. Let your big brother and sister handle this, okay?" Applejack bucks Apple Bloom off her back and onto the wagon. "You can take it easy here for now".

"Oh all right…" sighed Apple Bloom.

Fluttershy watched as the two ponies tried their best to get the wagon out of the mud, but it was too tough. After many failed attempts, they decided to rest.

"Oh, Applejack," said Fluttershy, "Can I help?"

"Help?" said Applejack, fanning herself with her hat, "No offense, sugar cube, but yer not exactly a work pony".

"But I can help you out any way I can". Fluttershy flew to where Big Macintosh was and grabbed the harness in her mouth. Applejack just leaned on the wagon, shaking her head as Fluttershy began to pull.

"I'm telling you, Fluttershy, that this wagon's too… WHOA!"

Applejack fell into the mud as the wagon moved out of the way. As she wiped the mud off, she was awestruck to see Fluttershy pull an entire wagon full of apples and one filly out of the mud that Macintosh and herself couldn't budge.

"How's that?" asked Fluttershy.

"F-f-fluttershy…?" Applejack still couldn't believe it.

"Oh, well, maybe I should help you out with those bunnies of yours. Bye, Applejack, Apple Bloom, and Big Macintosh!"

As Fluttershy flew off, the three siblings looked at one another, lost for words.

**Apple Family Home: Later that Night**

"I still can't believe it!" said Applejack, finally able to speak clearly as she lied on her bed. "Fluttershy pulling a big wagon out of the mud? How's that possible?"

She lied on her bed as she looked out the window, the moon almost being full shone through her room. As Applejack sighed, she closed her eyes to fall asleep…

CLANG! BANG! BAM!

"Whoa Nelly!" said Applejack, jumping out of bed. "What in tarnation was that?"

Applejack looked out her bedroom door to see Apple Bloom do the same thing.

"Applejack," she said, "Did you hear that too?"

"I sure did, little sis…" They hear more noises coming from down the stairs. "And it seems to be coming from the kitchen!"

The two sisters went down the stairs quietly as they approached the kitchen area. The peeked inside to see a big silhouette eating from their refrigerator.

"What is it, sis?" whispered Apple Bloom, pulling her head back.

"Probably Big Macintosh eating a midnight snack!" whispered Applejack.

"Nnope!"

Both sisters jumped a little to see Big Macintosh next to them.

"Big Macintosh?" said Applejack, confused, "If you're here, then whose..?"

The three looked in as the intruder gobbled down all the apple sweets and pastries. Then, it turned around to look at them, its eyes glowing yellow at then as it licked the frosting off its muzzle.

"Whoa Nelly!" shouted Applejack.

The creature roared, shaking the entire house as it sprayed the three with frosting, pastrie bits, and saliva. As Applejack shook it off, the creature was gone.

"No you don't!" Applejack gave chase to it. "Nopony eats-and-runs in the Apple Family Home! Get back here, ya brute!"

As Applejack ran outside the farm, the creature was long gone. She looked around, but no sign of it. In the distance, she heard a wolfish howl.

"Just what in Equestria was that…thing?"


	3. A Plan of action

**Sweet Apple Acres: Outskirts**

It was morning as Fluttershy opened her eyes, feeling both dizzy and exhausted. As she shook her head, she noticed that she was lying in half-eaten pastries and apples. She gasped as she looked at her hoofs, which was covered in frosting and apple mush.

"Oh, Fluttershy," she said, "What's wrong with you?"

**Ponyville: Twilight's Library**

Applejack arrived at Twilight's house, knocking on the door. Twilight answered it, looking exhausted.

"Applejack?"

"Sorry fer coming so early, Twi, but we've got an emergency!"

Twilight's expression changed to shock. "What is it? What's the emergency?"

"My fridge has been raided and pilfered!"

Twilight's expression went from shock to serious. "Really? That's an emergency?"

"It is when it was a huge… something that did it! Probably the same big varmit that attacked Sugarcube Corner!"

"Speaking of which, I've been looking up on whatever it was that left that hoof-print".

"Then let's hear it!"

"But…"

"LOOK OUT BELOW!"

The two Ponies ducked as Rainbow Dash flew over them and crashed inside the Library.

"Heh heh!" laughed Rainbow Dash, getting up. "Sorry about that you two! Still working out a new trick".

"This is no time to play, Rainbow!" Applejack looked at her, "We've got a BIG problem here!"

"Really?" said Twilight.

"If you have seen that varmit, then you'd know!"

"Varmit?" asked Rainbow Dash. "Oh! You mean that creature that devoured everything from Sugarcube Corner?"

"Yep! It paid a visit to my kitchen last night and ate all of our sweet apple treats, including my entry to the Best Pastry Contest!"

"Then what are we waiting for?" said Rainbow Dash, "Let's go hunt it down!"

"Can't! Lost the varmit when it ran away! Like it just disappeared".

"Just like how Pinkie Pie and the Cakes said!"

"You guys…" began Twilight.

"Hey, what are you guys talking about?" The Ponies turn around to see Pinkie Pie and Rarity approaching them, along with Fluttershy behind them, looking both nervous and scared.

"You know that… thing that ate yer pastries, Pinkie?" asked Applejack. "The Varmit ate mine as well!"

Pinkie Pie gasped her Pinkie Pie Gasp. "You mean you didn't have any pastries or sweets for breakfast too? This is bad! We need cupcakes ASAP!"

"Really?" said Rarity. "Pastries so early in the day? Doesn't sound very…healthy".

"How can you say that? Me with no cupcakes for breakfast is like Rainbow Dash with no Dash!"

"What's that suppose to mean?" said Rainbow Dash.

Fluttershy just looked as her friends argued, still unable to understand why she keeps waking up in different places with half-eaten pastries, and why her friends' pastries were eaten as well.

"ENOUGH!" Twilight lost her cool as she shouted to stop the argument. "Look, we won't be able to solve this mystery unless we know what we're dealing with!"

"And that's why I came here, Twi!" said Applejack.

"Haven't you figured out what we're dealing with already?" asked Rainbow Dash.

"Uh…" stuttered Twilight.

**One Moment Later….**

"What do you mean by 'inconclusive'?" her friends, except Fluttershy, said simultaneously.

"I mean is, I couldn't match this hoofprint…" Twilight pointed to the purple mold. "Made of gelatin…"

"Grape gelatin!" smiled Pinkie Pie.

"Yeah… and well, I couldn't find anything. This is really baffling".

"Maybe you haven't searched in ALL the books, Twilight!"

The Ponies looked up to see Spike, Twilight's assistant purple and green scaled dragon. He held up a brown book, with a symbol that looked like a Jack-O-Lantern.

"What book is that?" said Twilight as Spike landed on her back. He showed her the cover. "'Legendary and Dangerous Creatures'? Spike, this is nothing more but superstitious mumbo jumbo!"

"But look at this!" Spike held the book open to a page with a mark that matched the gelatin mold. The Ponies gasped.

"It's a perfect match!" said Rainbow Dash.

"And that's the varmit alright!" said Applejack, pointing to the picture next to the hoofprint.

"Ew!" said Rarity, looking at the picture. "Just look at it! Obviously, this pony doesn't know how to take care of its mane!"

"Its not a pony," said Twilight, reading it, "Well, half-not".

"Huh?" Her friends gasped.

"Ahem. 'Were-Pony'".

"Were-Pony?" Her friends gasped again.

"Will you all mind? Ahem… Were-Pony. A creature that is half-pony, half-wolf…"

"Half-Pony?" asked Applejack.

"Half-Wolf?" asked Rainbow Dash.

"You two done?" asked Twilight. "It says 'A Were-Pony is created when a poor pony gets bitten by a wolf that has ingested anything sweet…'"

"Like apples?" asked Applejack.

"More like pastries," said Spike.

"Pastries?" said Fluttershy, her eyes becoming wide.

"Yeah," said Pinkie Pie, "You know, like cupcakes, cakes, or pies!"

"Pies?" Fluttershy's heartbeat beated fast as she remembered the incident with the wolf cub.

"Okay…" interrupted Twilight. "May I?" Her friends nodded. "Thank you. 'The poor pony who becomes bitten then undergoes a terrible transformation on moonlit nights. The pony grows twice its size, its body covered in greyish or brown fur, its hoofs growing claws, eyes glowing yellow to see in the dark, and sharp teeth to chow down anything it craves. Then, it becomes hungry for something sweet, mainly pastries and sugary treats".

"So, that varmit that attacked us was a Were-Pony?" asked Applejack. "Just how did it get here?"

"Didn't you listen?" said Rainbow Dash. "It's a pony by day, but at night it's a Were-Pony! Its gotta be a pony from around here!"

"That might explain the attack on Sugarcube Corner with no other Pony hearing it or seeing it," said Rarity. "And what unfortunate bad luck as well!"

"I'll say," said Pinkie Pie, "If a Were-Pony is craving sweets, then Sugarcube Corner is its main course!"

"Pinkie Pie," said Rainbow Dash, "It already ate all of Sugarcube Corners treats".

"But what about Pastry Night?" Pinkie Pie gasped, "That means…"

"The Were-Pony's going to have an all-it-can-eat buffet!" said Applejack.

"Girls, listen!" said Twilight. "There's no such thing! Just because it matches doesn't mean its true! It could be some Pony dressed up to make it seem like it's the real deal!"

"So, what are we going to do?" said Pinkie Pie, franctic. "The pastries are in trouble! We must do something!"

"Well… We could do a night watch and look for this… 'Were-Pony'".

"Oh, good idea, Twilight!"

"Yeah!" said Rainbow Dash, "A monster hunt!"

"Not a monster hunt," said Twilight, "A night watch! We're going to patrol the streets at night and keep an eye out for your so called 'Were-Pony'".

"Well, I don't know," said Rarity. "I rather get my beauty sleep in".

"Right," said Rainbow Dash, "And while you're sleeping, the Were-Pony could enter your home and eat your sweets!"

"Frankly, my dear, I'm not usually one to carry so many sweets on me".

"Well, then hopefully the Were-Pony won't eat your new dresses that you designed for Pastry Night".

Rarity's eyes grew wide. "You're right! That monstrousity could eat my new designs! Oh, very well, count me in!"

"Me too!" said Applejack.

"And me!" said Pinkie Pie.

"Alright, that seems to be everypony," said Twilight. "What about you, Fluttershy?"

Silence. The ponies looked around, but only saw Spike.

"Fluttershy?"

**Fluttershy's Cottage**

Fluttershy was hyperventilating into a paper bag, unable to keep herself from trembling with fear. All that she heard and what's been going on with her seemed to make sense to her now.

"I'm… a Were-Pony..?" she continued to breathe into the bag. "Can't be… can I?"

She turns to see Angel Bunny, still hiding from her from behind her couch. Fluttershy knew that it had to be true: the bite, the cravings for pastries, and waking up with half-eaten sweets. Fluttershy slowly went to her bed, while echoes of her friends kept going in her head.

_ Legendary and Dangerous Creatures…_

_ Monstrosity…_

_ Monster…_

_ Were-Pony…_

_ Monster Hunt!_

Fluttershy couldn't help but begin to cry. She lied on her bed, unable to accept the truth that she has become a Were-Pony… a monster.

"Oh Angel…" she sobbed, "I've become a monster! No wonder why you and the animals are afraid!" She twisted and looked up at a photograph of her and her friends. "I don't want to be… *sniff* a danger to my friends… What can I do..?"

As she looked out the window, she knew what she had to do, but couldn't help but cry more.

"The only… thing a… a…" she sobbed more, "Monster like me… can do is… live in… the Everfree… Forest…"

Her crying continued as she fell asleep, tired from all the bad news.

KNOCK! KNOCK!

Fluttershy woke up with a jump. She looked out the window and noticed that she slept through most of the day as the sun began to go down.

"Oh no!" she gasped. "It's almost sundown! I…I..!"

KNOCK! KNOCK!

"Fluttershy!" came Twilight's voice from the doorway, knocking on the side. "Are you home? I'm sorry if I'm intruding, but… you don't seem to have a door anymore"

"Twilight? Uh… No… I mean-"

"Fluttershy? Are you okay?"

Fluttershy wiped away any tears from her eyes and grinned. "Yes, I am!"

"Well, good. Now get your flashlight and some supplies. We've got a nightwatch to conduct!"

"I…I don't know, Twilight… I might be more trouble than help tonight… or any other night…"

"Nonsense, Fluttershy! We need all the help we can get. Now…" Twilight's horn glows red as she brings out Fluttershy's bag and flashlight and puts it on her. "Let's get going".

"No!" said Fluttershy, before calming a bit, "I mean, I'm sorry… I can't…"

"Now, now," Twilight's horn glowed again as she picked up Fluttershy, who began to struggle to be let down. "After all this is wrapped up, you'll feel better, I promise".

"Its not me I'm worried about," said Fluttershy, her teeth slightly chattering as she began to shake a bit from fear.

**Twilight's Library**

The Mane 6 have gathered together, flashlights around their necks as they readied themselves for the night. One pony in particular was dressed in more ways than one.

"Pinkie Pie, darling," said Rarity, "What is that outfit you're wearing?"

Pinkie Pie was dressed in pink fatigues and pink helmet to match, along with make-up.

"Pinkie Pie?" asked Twilight.

"Sir! I am here to protect and serve Ponyville and all the innocent sweets and candies, sir!" chanted Pinkie Pie in a military manner.

"Pinkie Pie," said Rainbow Dash, "You are SO random!"

"Besides, Pinkie," said Twilight, "We're just patroling Ponyville, not joining the Royal Guards".

"Can't take that risk, Sir!" saluted Pinkie Pie.

"And stop calling me 'sir'!"

"Yes, sir!"

"Ugh!"

Rainbow Dash was laughing until she noticed something big and long behind Pinkie Pie.

"Uh, Pinkie Pie," she asked, "What is that?"

"Oh!" said Pinkie Pie, back to her usual voice, "That's something we may need tonight".

She unwraps the package to reveal a pink and magenta colored bazooka-type weapon. As she turned to Rainbow Dash, the weapon was aimed at Fluttershy, whose eyes grew wide as she ducked from it.

"Meet the C.S. Launcher!" said Pinkie Pie. "If we meet that mean ol' Were-Pony…"

"Pinkie!" said Twilight, moving the launcher away from Fluttershy, whose eyes seemed to dim with more fear after seeing the launcer. "Don't you think this is overexcessive?"

"Over-what?"

"As in 'Are you Crazy!'"

"No, I'm Pinkie Pie!"

Twilight put a hoof to her head and shook.

"Besides," said Rainbow Dash, "This may come useful as a last resort, right Twilight?"

"Oh…" muttered Fluttershy.

"Very well," said Twilight, Fluttershy shaking with fear, "BUT only as a VERY LAST RESORT! Got it?"

"Okie doki loki!" said Pinkie Pie.

"Good. Now, seems the sun has begun to set, so let's split up into groups of two. Rainbow Dash, you're with Pinkie Pie and patrol the east…"

"Delta Squad ready!" saluted Pinkie Pie.

"Okay… Applejack, you're with Rarity and patrol the west side of Ponyville".

"Can do!" said Applejack.

"At least the west side is where my boutique is," said Rarity, "I can keep an eye on it".

"And that leaves me and you, Fluttershy," said Twilight, but notices that Fluttershy was gone. "Fluttershy?"

They looked around for the yellow pegasus pony, whom Rainbow Dash found cowering in a barrel.

"Fluttershy, come on!" said Rainbow Dash, pushing the barrel down to Twilight.

"I don't know…" said Fluttershy, crawling out of the barrel.

"There's no need to be afraid, Fluttershy," said Twilight, "We're going to patrol the south, away from the Everfree forest area. Would that be okay?"

"I…I…"

"Good! Now, we'll rendezvous back here in two hours to see what we have found".

"Okay!" replied the ponies.

"Uh…no…mmmmm…" muttered Fluttershy, worried for Twilight's safety.

**Ponyville: Night fall**

Twilight and Fluttershy were investigating the residential area, where only a few ponies were still up and about. Fluttershy couldn't help but worry about what she could do to her friend. Suddenly, as Twilight opened her backpack to take out a book, she caught the smell of something… sweet.

"Huh?" Twilight caused a cookie to hover above her, smiling. "Looks like Spike gave me some of his triple-decker nut-crazy vanilla cream cookies! He's always looking out for me".

"Oh my…" said Fluttershy, unable to keep herself from drooling, "They smell…delicious!" Fluttershy quickly shook her head. "No! I mean, they're not delicious, they're..!"

"I understand, Fluttershy".

"You do?" said Fluttershy before a cookie got crammed into her mouth, the sweetness of freshly baked cookies with nuts and sweet vanilla sent warmth all through her.

"If you wanted a cookie, you could've just asked. Now, let's see what this book says about the 'Were-Pony'. Oh! Let's go over there! There's more light for me to read it under!"

As the ponies approached the lit street, Fluttershy began to feel… strange.

"Uh… Twilight..!" began Fluttershy, beginning to sweat and breath hard as the moonlight shone on Ponyville.

"Hold on, Fluttershy," said Twilight, looking at the book. "'The Were-Pony appears on moonlit nights, with each transformation quicker and longer the more the moon is full…'"

"You…" Fluttershy began to feel her body begin to shake as an irresistable urge to eat more sweets came over her, "don't…say… Twi.."

"Ahuh. 'The pony goes under a terrible transformation. First, it begins to pant hard and sweat as its body begins to warm up. Then, it shakes as the pony begins to grow…'"

Fluttershy noticed that she was beginning to grow taller, along with her mane and tail.

"Twilight!"

"Not now, Fluttershy!"

Fluttershy began to feel herself go to black as all that came into her mind were cakes and pies and sweets.

"'Then, it begins to grow fur around the body…"

Fluttershy groaned as her body still grew, along with greyish fur sprouting from her. Her wings growing bigger as the feathers became covered in fur as well. Then, her body was too much that her backpack snapped off.

"…'Followed by the growth of fangs and claws…'"

Fluttershy closed her eyes, unable to take the pain as four claws sprouted from each of her hooves and her teeth becoming long and sharp, ready to devour. As she opened her eyes, gone was Fluttershy, and in her place was the beast.

"… 'And then, its eyes become yellow and the pony is no more. Only the beast remains as it becomes hungry for pastries and sweets'. Okay, so…" Twilight turns around. "What's on your mind… Flutter…shy..?

Twilight looked not into the face of her pegasus friend, but at a snarling, greyish furred pony looking down at her, its claws scrapping the floor. It opened its mouth at Twilight, drooling.

"Oh…my…!" stuttered Twilight, backing away, "What….b-b-big t-t-teeth you have..!"

The Were-Pony opened its mouth and lunged for Twilight, who only froze in fear as the beast landed on her, then the only thing she saw were its fangs as it went down for her.

"AAAHHHH!"


	4. The WerePony's identity revealed

**PONYVILLE**

Ponies were enjoying the evening air as the moon shone over the town. Two were having a good chat near a bush when a pink helmeted pony stuck her head out, binoculars in tow. Pinkie Pie reached down and pulled up a tin can with a string attached.

"Pink Leader calling Rainbow One. Come in Rainbow One, over".

"Uh, Pinkie..?" replied Rainbow Dash's voice.

"No, it's Pink Leader, Rainbow one, over".

"Yeah… two things: One, don't call me that!"

"Roger!"

"It's Rainbow Dash, not Roger, Pinkie Pie!"

"Roger!"

"Ugh! And two…"

Pinkie gets hoisted up as Rainbow Dash held the other tin cup.

"Why do we even need these when we're close to one another?"

"Duh, to communicate".

Rainbow Dash sighed as she lowered Pinkie Pie back down to the ground. Pinkie continued her 'undercover' work as she hid into the bushes again.

"Pinkie Pie, this isn't the time to fool around!"

"Of course not!" Pinkie Pie emerged from the fountain across from Rainbow Dash's location. "I'm trying to make sure that we get the jump on the Were-pony!" She dives into the fountain as Rainbow Dash went to it.

"But we don't even know where it is!"

"That gives us the element of surprise!" said Pinkie Pie as she emerged from a barrel away from the fountain.

"Oh, Pinkie Pie…"

They continued their search, finding neither hide nor hair of the beast. It wasn't long until they met up with Applejack and Rarity.

"Seen or hear anything, Rainbow?" asked Applejack.

"Yeah," said Rainbow Dash, "A pink pony who keeps goofing around".

"Really?" said Pinkie Pie, emerging from Rarity's pack. "Do we know her?"

"Pinkie Pie?" said Rarity, "How'd you… get out of my bag!" Pinkie Pie smiled as she jumped out. "Oh, I hope you didn't ruin it!"

Rarity searched through her bag and pulled out a navy blue and purple scarf.

"Uh, Rarity?" asked Applejack, "How'd that suppose to stop a Were-Pony?"

"It's not. It's to keep me warm and fashionable".

"Wait a minute here," said Applejack, "Where's Twilight and Fluttershy?"

RRROOOAAAAARRRRR!

"What in Equestria was that?" asked Rarity.

"That would be the Were-Pony!" said Rainbow Dash.

"AAAAHHHH!" Came another voice.

"And that would be…"

"Twilight!" said the Ponies as they ran for the scream.

**Meanwhile…**

"Oh no! Oh no!" stuttered Twilight as she backed away from the Were-Pony, who was tearing her saddle bag to shreds, looking for something. Twilight was frozen with fear until the cookies came pouring out, in which the Were-Pony began to devour them.

"I can't believe the Were-Pony is real! I can't believe it's torn my pack to shreds! I can't believe…" Twilight stopped as she noticed a familiar mark on the creature's flank. Even covered in fur, there's no mistaking the Cutie Mark: three pink butterflies. "…It's… Fluttershy?"

The Were-Pony, done with her meal, turned around, growling as drool and crumbs hung from her mouth. Twilight backed, but looked at the Were-Pony's glowing yellow eyes. Even though she was big and furry, her grayish-pink mane showed more Fluttershy than anything.

"F-f-fluttershy?" said Twilight, inching close, "It's me, Twilight Sparkle…"

Fluttershy moved close to Twilight, who backed and tripped. Twilight looked up as her transformed friend began to breathe on her, Fluttershy's new fangs just inches away from her.

"I'm you're friend!" Twilight shivered with fear as Fluttershy snorted, "Please Fluttershy!"

Twilight closed her eyes, thinking it was the end, but… she felt something wet and warm go across her face. She opens one eye to see that Fluttershy was licking her. Did she know?

"Good…girl…" Twilight backed away and looked at her friend. "Oh, Fluttershy…"

"F-F-F," began Fluttershy.

"Fluttershy?"

"F-FREN..?"

Twilight's eyes grew wide with hope. "Ye-"

"HI'YA!"

Before she knew it, Rainbow Dash comes in and kicks Fluttershy in the face and away from Twilight.

"Rainbow Dash!"

The Were-Pony roared as it stared down at Rainbow Dash while the other ponies arrived.

"Oh my!" said Rarity, "Just look at it!"

"I know!" said Applejack, "A real Were-Pony".

"Yes, and look at its mane! So much fur is not good for anypony".

WHACK!

"Whoa!" shouted Rainbow Dash as she flew into a nearby home. The Were-Pony roared, but was cut short as a lasso of rope bounded its muzzle. Applejack then leapt onto its back.

"Yee-Haw!" she shouted as she tied the rope tight, "There's no way yer getting away this time!"

"But Applejack..!" began Twilight, as the Were-Pony began to buck up and down.

"You gotta try harder than that to get this cowgirl off…" taunted Applejack as the Were-Pony spread its wings. "…you?"

In one leap, the Were-Pony flew straight up as fast as a rocket. Applejack tried to hold on, but the Were-Pony began to do aerial stunts, from loops to barrel rolls. Applejack began to feel dizzy from it that her grip loosened. In one last loop, she let go of the rope.

"WHOA!" yelled Applejack as she fell from the Were-Pony down to the ground, but Rainbow Dash stopped her before she hit it. "Phew! Thanks, Rainbow. I owe you one".

"No prob! I'm keeping count!" said Rainbow Dash as the Were-Pony flew off into Ponyville.

"No wonder why that varmint kept disappearing; it flies!"

"And so can I!" Rainbow Dash flew to Pinkie's bag and takes the pink launcher from it. "Gonna borrow this, Pinkie Pie!"

"Wait! Rainbow!" shouted Twilight, but too late. Rainbow Dash made it to the Were-Pony, where it bit through the rope and snarled at her. Rainbow lifted the launcher and locked on.

"Say good night, wolf-pony!" Rainbow pulled the trigger, with Twilight looking away in shock.

BOOO-PPFFFTTT!

Twilight quickly looks back up to see colorful pieces of paper and long streamers coming down. Rainbow Dash looked at the Were-Pony, covered in it.

"Uh… Pinkie pie…" asked Rainbow Dash, "What does C.S. stand for?"

"Confetti Streamer Launcher!" said Pinkie Pie.

Rainbow Dash gulped. "I should've known…" Before she knew it, the Were-Pony swung her arm, knocking Rainbow Dash down to the others, where she crashed into Applejack. With a howl, the Were-Pony flew off, disappearing into the forest. Other ponies were coming their way, wondering what was going on.

"Rainbow, you alright?" asked Applejack, moving Rainbow Dash off her.

"Yeah, I'm fine," she replied, then turning her head to Pinkie Pie. "Why didn't you tell me? The launcher was nothing more but confetti?"

"You never asked, Rainbow," smiled Pinkie Pie.

"Either way, the varmint is gone," said Applejack, looking at her friends, "Say, where's Fluttershy, Twi?"

Twilight didn't know how to tell it to them, but she took a deep breath before she spoke. "That… was Fluttershy…"

The four ponies looked at her, confused.

"Whatever do you mean, Twilight?" asked Rarity.

"Fluttershy IS the Were-Pony!"

The friends gasped at hearing Twilight's news as a howl filled the night air.


	5. WerePony rehabilitation trials

**PONYVILLE: OUTSKIRTS**

The sun rose as the beams of light shone on Fluttershy. She felt her head throb as she felt herself sore all over her body. As Fluttershy opened her eyes, she saw something blurry staring at her. As they focused, they were a pair of magenta eyes, staring straight at her.

"Morning, Were-pony," said Rainbow Dash.

"EEP!" shrieked Fluttershy as she backed away a little. She looked around and noticed that her friends were all here, looking at her with tired yet worried eyes. As she did, her hoof struck something. Looking down, Fluttershy gasped as she saw various half-eaten pastries laid around her, including her mouth. Her heart raced as she couldn't bare it anymore. With great difficulty, Fluttershy began to cry.

"Don't cry, Fluttershy," said Twilight, "You didn't do anything bad…"

"But I did!" cried Fluttershy, tears coming out like a waterfall, "I let it happen again!"

"Again? Fluttershy, you knew that you were… a Were-Pony? How long did you know?"

"Since…yesterday…"

"But why didn't you tell us?"

Fluttershy only looked at Rainbow Dash as she shirked back a little. Twilight understood.

"Oh, Fluttershy… I don't think Rainbow meant it when she said 'Monster Hunt'".

"Actually, I did," said Rainbow Dash, but the other Ponies looked at her with stern faces. "What? I didn't know it was Fluttershy!"

"Either way, darling," said Rarity, "You could have let us know and we could've found a way to help you out".

"But…" began Fluttershy, before Applejack intervened.

"No 'buts' about it, sugarcube," she said, "We're P.F.F.'s, and we are always here to help".

"Besides," said Pinkie, eating a cake slice, "At least you didn't eat all the treats. You saved me one!"

"Okay…" said Twilight, "Back to matters. Fluttershy, just how did this happen?"

"Since… the picnic," said Fluttershy as she stopped crying. "When I went… to see my frog friends… I ran into a wolf cub… and gave it Pinkie Pie's pie…"

"Who knew my pie would be good for wolves too?" said Pinkie, finishing her cake.

"And then…" continued Fluttershy, "There was this 'boom' and the cub got scared… it bit me… and… and…"

"And then you became cursed as a Were-Pony!" said Rainbow Dash. "That explains a lot! Like how you were able to eat all those pastries at Sugarcube Corner!"

"Or how yer able to outrun us," said Applejack.

"Or how your door was knocked away!" said Twilight.

"Or how chocolate pudding is a better substitute for mousse!" said Pinkie Pie. The others just looked at her, roll their eyes, then back to Fluttershy.

"But, Twilight," said Fluttershy, "you said so yourself: there is no cure!" Tears weld up again in her eyes as she got up and tried to leave.

"Hold on, there!" said Applejack, stopping her. "Just where do you think yer goin'?"

"To… where all monsters like me live… The Everfree Forest!" Fluttershy began to cry harder as Applejack tried to comfort her.

"Now why would you go there fer?"

"Twilight's book…"

"Forget what that old book said!" said Rainbow Dash as she stood next to Fluttershy, "Listen, you are no monster, you're a… a…."

"A caring, kind Pegasus who would never hurt a fly, but help it," said Rarity.

"But…"

"Not another word, Fluttershy!" said Twilight, "Book or no book, we will find a way to help you!"

"But how?" asked Fluttershy.

Twilight sighed as she tried to think on how to help her friend.

**TWILIGHT'S LIBRARY**

"Uh, Twilight?" asked Fluttershy as a metal headband was strapped to her forehead with wires protruding from it. "What is… this?"

"If there's no cure for the Were-Pony, then maybe we can stop you from trying to eat sweets!" Twilight fired up a machine as she placed a tray with two covered dishes. "By using Pavhoof's Theory!"

"Pa-who?"

"Ivan Pavhoof was a scientist who experimented with classical conditioning, which is a form of learning in which one stimulus, the conditioned stimulus or CS, comes to signal the occurrence of a second stimulus, the unconditioned stimulus or US. Now as a Were-Pony is after sweets and pastries, we're going to change its US to a behavior emitted by your organism and cause consequences for eating sweets! Easy!"

"Um…" Fluttershy was lost, "Okay… Spike?"

"Twilight's going to make you hate sweets by instinct so when you transform, you won't go after them".

"Oh! That makes sense".

"Ugh…" shrugged Twilight as she placed the tray in front of Fluttershy. "Now then, one of these trays is wired to, sorry about this, shock you if you touch it".

"Shock?"

"Yes. If we're to have any hope of stopping the Were-Pony's appetite for sweets, this is the way. The scientific method is never wrong! Now, then…" Twilight levitates the cover off one. "This plate has a healthy assortment of carrots, lettuce, tomatoes, and celery while plate two, which is wired to let you know…" She lifts the cover. "Has candy. Now, try to choose the right…"

BUZZAPP!

"One…"

She watches as Fluttershy ate the candy, still getting shocked as she did. Spike chuckled to see Fluttershy's hair stand out frizzy, an electrical current running through it.

"Fluttershy! You're suppose to eat the healthy one! I told you the candy was wired to shock you!"

"I'm sorry!" said Fluttershy, eating another candy as she gets shocked again. "Let me try again".

"Alright," sighed Twilight as she gets a bag of candy. "I'm turning up the voltage every time you fail. Now remember…" pours the candy on the plate. "Go for…"

BUUUZZAAAPPP!

"Ugh!"

"Sorry!"

"This'll take a while," said Spike.

**TWILIGHT'S LIBRARY: ONE HOUR LATER**

"I wonder how long they're going to be down there?" asked Rarity.

"I wonder if Fluttershy will be cured with Twilight's fancy gizmos?" said Applejack.

"I wonder if Twilight knows what she's doing," said Rainbow Dash.

"I wonder if my C.S. Launcher will ever fire again!" said Pinkie Pie, trying to fix her party bazooka.

Before any of her friends could say anything, the door opens as Twilight came out, looking like she lost a battle.

"Y'all alright, Twi?" asked Applejack.

"I'm fine…" said Twilight.

"So, how did it go?" asked Rarity, "Is she cured?"

Twilight just moved aside as Fluttershy came out, her coat covered in dark burnt spots, her mane frizzy as it emitted static, and the tip of her tail smoking. Yet, she was eating a chocolate bar as another shock came to her, but she ignored it.

"Guess not, huh?" said Rainbow Dash.

"I can't believe Classical Conditioning failed!" said Twilight. "It never failed before! I mean that's how I got Spike to stop biting his claws!"

"Hey!" said Spike, "you promised you wouldn't say anything!"

"Either way, it's no use! The Were-Pony seems much stronger than I anticipated".

"Maybe science isn't the answer," said Rainbow Dash, "Maybe we can wear Fluttershy down before the curse sets in! That way, the Were-Fluttershy wouldn't be able to do anything!"

"Ouch, bad name for it," said Pinkie.

"Either way, come on!" Rainbow Dash grabs Fluttershy as they fly out the door.

"Just what did she mean by 'wear Fluttershy down'?" asked Rarity.

**PONYVILLE: OUTSKIRTS**

"Okay, Wolf-shy!" said Rainbow Dash, wearing a headband and her whistle.

"Keep trying the nickname, Rainbow!" said Pinkie as she sat with the others nearby.

"As I was saying, we're going to burn all that extra energy out of you! Now, drop and give me a hundred! _TWWEEEEEEEEETT!_"

Fluttershy jumped a bit as she fell down and began to do Rainbow's request. In no time, she was able to do it in just a minute. Rainbow Dash just had her mouth wide open.

"Okay… let's see you do a thousand! _TWWEEEEEEEETT!"_

**Two hours later….**

"Oh wow!" said Fluttershy, hopping up and down, "That was so much fun! What's next Rainbow Dash?"

"Three words…" panted Rainbow Dash, out of breath, "Bed…rest…" Her head drops to the ground.

"Giving up already, Rainbow? That's okay, I'll go do another 100 barrel rolls!"

As Fluttershy sped up into the air, Twilight and Applejack brought Rainbow Dash to the shade of the tree.

"I can't believe it!" said Rainbow Dash, "Fluttershy's still at it! She's got a whole lot of energy to burn!"

"It's the Were-Pony curse," said Applejack, "She has more energy than Big Mac does after drinking 6 cups of java!"

Twilight sighed. "Any other ideas? We cannot waste the whole day. Remember, tonight's the full moon, and if we can't cure Fluttershy by then…"

"She'll be a beast forever!" said Rarity.

"I know!" said Pinkie Pie, "Perhaps if she thinks the sweets are… something else, she won't eat them anymore!"

"Okay…" said Twilight, "It's worth a shot".

Pinkie hopped over as Fluttershy floated down, still pumped up.

"Hi, Pinkie Pie!" said Fluttershy, "Are you here to exercise with me?"

"No. I just have something to say," said Pinkie Pie, taking a deep breath, "I hate to tell you this, but…" She pulls out a cupcake. "You know these cupcakes?"

"Yeah…?"

"Just what are they talking about over there?" asked Rarity.

They watched as Pinkie's expression went into a smirk, while Fluttershy's eyes were getting wider as Pinkie's smirk grew wide as she whispered something. Fluttershy jumped.

"They're made from WHAT?"

"That's right! Now, how do you feel knowing the _truth_?"

Pinkie Pie held the cupcake in front of the shivering Fluttershy, who just stared at the cupcake with a blank expression. Pinkie smiled a real smile as she turned to the others.

"Hey! I think it..!"

CHOMP!

"Worked?" Pinkie looked as Fluttershy's mouth was all over her hoof.

"Sorry, Pinkie, but… I was just hungry from that workout!" moaned Fluttershy.

"Okay… it didn't work…"

"Now what, Twi?" asked Applejack.

"Well, science didn't work," said Twilight, "Neither did wearing her down nor psychological reasoning…"

"Just what did you say to her that you thought would work?" asked Rarity to Pinkie Pie. She just looked around, then whispered into Rarity's ear. Her eyes grew wide. "You're… kidding right? You don't really do that, do you?"

"Of course not!" said Pinkie, "I maybe a wild party animal, but I am no psycho pony making cupcakes…. Like that!"

"Just where did you get that idea?"

"Oh, I have my ways". ("Isn't that right, Darkraptor20?"

"Hey! No breaking the 4th wall in my story! Now…")

"So…" said Fluttershy, taking off her headband, looking sad, "There's no hope for me then. Guess I'll... *sniff* go pack my things…"

"WAIT!" said Twilight, causing everyone to jump. "I can't believe I didn't think of this sooner! Who do we know that can make any kind of cure? One whose mystical and already good at making any kind of potion?"

The others looked at one another, their smiles going wide.

"Zecora!"

**TO BE CONTINUED...**


	6. Bad news with a ray of hope

**Everfree Forest: Zecora's Hut**

Within the herbalist's home, the zebra looked over Fluttershy, checking her eyes and tongue to even her hair. Grabbing a small mallet, Zecora hits Fluttershy's knee, causing her wings to open up, hitting both Applejack and Rainbow Dash.

"Sorry!" apologized Fluttershy.

"S'all right, sugar cube," said Applejack, smiling at the yellow Pegasus.

"Zecora, what do you think?" asked Twilight, hoping the zebra has an answer.

"Your friend is cursed, I am sure," said Zecora, going to her pot, "Luckily I know the Wolf-Pony cure".

"So there is a way to help me?" Fluttershy's eyes grew with hope.

Zecora smiled at her. "Now don't you fret, Fluttershy so sincere. I have all the ingredients…" Zecora looks at a book, her smile going down. "Oh dear…"

"Oh dear?" asked Rarity.

"What do you mean by that?" asked Rainbow Dash.

"It seems one ingredient I lack," Zecora shows the book to them, "A piece of fur off the wolf's back".

"Can somepony explain that?"

"It seems that for this cure to work, we need a piece of fur from the wolf that bit Fluttershy," said Twilight, reading it.

"Leapin' galoshes, Twi!" said Applejack, "That critter could be deep in the forest by now".

"Oh no…" Fluttershy's eyes were going teary, "I'll be stuck a Were-Pony… forever…"

"Now, now Fluttershy," said Pinkie Pie, appearing behind her, smiling, "Don't let it get you down! Look on the positive! We just need to feed you goodies to keep you happy and we haven't seen you this active before! This could be good!"

"Y-you think so..?" sniffed Fluttershy, smiling slightly.

"For the time being yes," said Zecora, looking at her old tome, "But soon, craving for MEAT is what you shall possess".

"HUH?!" the Ponies exclaimed.

Twilight looks at the tome, her eyes growing wide as she seemed to go a bit pale.

"Wha's it now, Twi?" asked Applejack.

"It says here that until the first full moon, the Were-Pony will only crave sweets, but afterwards, once its cursed forever… it'll be… *gulps* carnivorous".

"What the hay does that mean?" asked Rainbow Dash.

"She'll go from eating cakes to… eating living creatures, like Ponies!"

Everyone in the room had their eyes grow wide with shock, Pinkie Pie scooting away from Fluttershy. Fluttershy couldn't help it but begin to cry.

"Oh, Fluttershy, darling," said Rarity, soothing Fluttershy's back, "It'll be alright".

"No, it won't!" cried Fluttershy, "I'll be… a true monster! I don't want to be a monster!"

"And you won't!" said Twilight, straightening up, "Because we're friends, and friends help each other in times of need, and right now, Fluttershy needs us!"

"What's the plan, Twi?" asked Applejack.

"We need to capture the wolf cub that bit Fluttershy. Now, tell me, where did it happen?"

"Near Froggy-Bottom Bog…" sniffed Fluttershy.

"Okay! Rainbow, Rarity, and Pinkie, go out there and set up traps to catch that wolf cub! A.J. I need you to keep an eye on time. If the sun sets, tie up Fluttershy tight. I'll help Zecora prepare the cure! Everypony ready?"

The friends stood up, smiling and cheering.

**Everfree Forest: Froggy-Bottom Bog**

"Eww!" said Rarity, watching where she stepped as she joins Rainbow Dash, who was working on something. "I should've thought things through before coming with you".

"Now's not the time for dirty complaints, Rarity," said Rainbow Dash, tying up a loose end, "Fluttershy needs all our help!"

"Of course. Do it for Fluttershy! Um, what exactly are you making?"

"This…" Rainbow sets down a tray of muffins, "Is how we're going to catch that wolf. It likes sweets, then we'll give it sweets. Now come on!"

Rainbow Dash pushes Rarity as she skids on the muck to a hidden bush.

"Eww!"

"Shh!"

The two didn't have to wait long till they heard a…

KA-PWANG!

SWISH!

"Aha!" shouted Rainbow Dash, flying out of the bush, "it worked!"

The two Ponies head for the trap, excited.

"Behold, the wolf cub!" Rainbow Dash said to Rarity, smiling at her.

"Uh, Rainbow, you might want to take a closer look at your catch," she said.

"Huh?"

Rainbow looked at the net to see not a wolf, but a grey Pegasus with a yellow mane, eating the muffins happily.

"Derpy?!" Rainbow's expression went to shock. "Wha-what are you doing?!"

"Eating!" said the grey Pegasus. "Got any jam?"

Rainbow Dash smacks her hoof to her face, sighing in disappointment. Just as she was about to untie Derpy, they hear a distant chime, a yelp, then laughter.

"That sounds like Pinkie Pie!" said Rainbow Dash. "Come on! She may have caught the wolf!"

Rainbow Dash flew off at high speed, Rarity following behind her.

"Um…" said Derpy, "Can someone… let me out now?"

**Meanwhile…**

Rainbow Dash and Rarity make it to a small clearing as they see Pinkie Pie, her back towards them.

"Pinkie Pie," said Rarity, "We heard some commotion over here. Did you acquire the beastly thing?"

"Well… I did…" said Pinkie.

"And…" said Rainbow Dash.

Pinkie turns around, the wolf cub in her arms as her eyes were wide with happiness.

"How could I harm such a cutie!"

"Oh for Pete's Sake!" said Rainbow Dash, "Just take the fur!"

"YIPE!"

The wolf cub shrieked as it struggled out of Pinkie's arms and ran.

"No!" said Rainbow Dash.

"We need it for Fluttershy!" said Rarity.

"It took my cupcake!" said Pinkie.

"AFTER IT!"

The three chase the wolf as it hid into a bush. The three friends go all in, fighting to grab the cub. With yelps, yells, and bucks, the bush turned into a frenzy. Soon enough…

YIPE!

"Ow!"

The wolf cub runs out of the bush, scared out of its mind as it ran deep into the forest. Rarity and Rainbow Dash get out of the bushes, all messy and their mane full of leaves and twigs.

"No!" shouted Rainbow Dash, exiting the bush, bucking the air in frustration.

"We failed…" said Rarity, getting out as she got rid of the twigs and leaves in her mane.

"Not really!" came Pinkie's voice. The two turned to see Pinkie Pie poke her head out of the bush, a piece of grey substance in her mouth.

"Pinkie Pie…" began Rainbow Dash.

"YOU got the fur?!" finished Rarity.

"Yep!" said Pinkie, coming out of the bush.

"That's wonderful! Now we can help Flutter-OW!"

"I thought we were helping Fluttershy, not Flutter-ow?"

Rainbow Dash looked at Rarity's hoof, where a bite mark was shown on it.

"Uh, Rarity…" she lifts up the hoof. "You've… been bitten, and that means…."

"Another Were-Pony?!" said Pinkie Pie.

Rarity's eyes grew wide as she sweated with fear, imagining herself transforming into the hideous creature. Using her magic, she grabs both Rainbow Dash and Pinkie Pie and runs back into the forest.

"BACK TO ZECORA'S NOW!"


	7. Under the cover of Clouds

**Everfree Forest: Zecora's Hut**

The sun was beginning to set as the three Mares got back to the hut, panting hard.

"Rainbow! Pinkie! Rarity!" said Twilight, looking at them, messy and sweaty.

"Good news…" began Rainbow Dash, "And bad news…"

"Oh no, don't tell me you didn't find the wolf".

"That's the good news, silly!" exclaimed Pinkie, holding up the tuft of grey fur.

"Pinkie Pie, thank you," thanked Zecora, taking the tuft, "Now I'll add it to the brew".

She tosses the tuft of fur inside as the cauldron begins to bubble, turning from green to a light pink color concoction.

"Will it be ready soon?" said Rarity, looking over Zecora's shoulder.

"Now that the last ingredient is in the heat," said Zecora, "It'll take an hour for it to be complete".

"Not good," said Rainbow Dash, looking out the window, "Because in an hour will be nighttime".

"CAN'T YOU MAKE THE CURE BREW FASTER?!" shouted Rarity, shaking Zecora. She pauses as she lets her go. "My apologies, darling".

"What's with you, Rarity? It's Fluttershy that's cursed?" said Twilight, puzzled by Rarity's spontaneous reaction.

"Well, that's the bad news I was going to mention," said Rainbow Dash, lifting up Rarity's hoof where it was bandaged up. Twilight gasped

"Oh no! Not you too, Rarity!"

"I'm afraid so, Twilight," said Rarity, "And that's why I'm hoping that potion will cure us as soon as possible".

Twilight looked at Zecora as she kept an eye on her brew. Twilight sighed as she smiles at Rarity.

"Don't you worry. We'll get out of this alright. Just hold on tight".

"Thank you, Twilight," smiled Rarity, a little teary eye.

"Hey!" said Pinkie Pie, looking around, "Has anypony seen Fluttershy?"

Twilight pointed to a corner of Zecora's hut, where Fluttershy was tied up by a lasso, Applejack next to her.

"Now, let me know if its too tight, alright?" said Applejack, twisting her head as it squeezes Fluttershy, causing her to grit her teeth and pop her eyes out, slightly turning blue. "Oh, sorry Fluttershy…" Applejack began to loosen it up…

"NO! It's perfect!" said Fluttershy, breathing hard. "Really, it is!"

"Ya sure?"

"Yes… I am… sure…"

"But yer turnin' blue!"

"Well… I… like blue..?" Fluttershy smiles sheepishly. Applejack sighed as he loosen it up a bit.

"Fluttershy, darling, why are you tied up so tight for?" asked Rarity. "It's not even night yet"

"I don't care!" Fluttershy cried, "I… I cannot take the risk of hurting my friends! I… I cannot!"

Rainbow looked at Fluttershy, then turned to Twilight, "Please tell me there's anything to delay the transformation?"

Twilight takes out the book and reads it. "Hmm… it says moonlight activates the transformation faster, so…" she gasps as she smiles, "Maybe there IS a way to delay the transformation after all! Rainbow, can you cover this whole area with clouds? Not a lot, but enough to mask the moonlight so we can have more time?"

Rainbow smirked, "Is that all? Easy!" She heads for the door, flapping her wings, "I'll be done in 10 minutes flat! 15 tops!" And with that, Rainbow Dash flew out into the sky.

**Sky**

WHOOOSH!

FLUFF!

SPOOF!

WHISH!

Rainbow Dash was hurrying, trying to gather all the clouds in range together, the sun beginning to set.

"Come on, Rainbow!" she said to herself, getting more clouds, "Is that all you've got?! Let's see some sweat!"

SWISH!

In no time at all, she gathered up all the clouds and created a cloudy blanket over Ponyville and the Everfree Forest.

"Phew!" said Rainbow Dash, wiping her brow, "I believe that was about 10 minutes, give or take 5 seconds! Hope this works!"

As Rainbow Dash flew back to Zecora's hut…

**Meanwhile…**

"A pastry eating Cutie Mark?"

Three fillies were walking along the path on the edge of Ponyville, where booths were begun to be set up, the smell of pastries filled the air.

"Mmm!" smiled Sweetie Belle, "Oh, boy! I believe that's Berry Punch's Rum Raisin Bread!"

"Aw, shucks," said Applebloom, "That ain't nothin' to MY sister's Three Apple Cake!"

"Heh, it's not the competition I'm worked up for," said Scootaloo, "It's the samples we can get!"

"Oh yeah, I can't wait!" said Sweetie Belle, making a humming sound of yum.

"Plus it'll be a great night, since there's a full moon!" Scootaloo looks up, then gasps. "Huh?"

The three fillies look up to see the blanket of clouds covering the sky.

"Ah thought the weather was 'Clear' today?" asked Applebloom.

"Maybe Rainbow Dash forgot?" asked Sweetie Belle.

"NO WAY!" said Scootaloo, "A cool Pegasus like Rainbow Dash wouldn't leave Ponyville hanging! That's what she told me"

"Then why is it cloudy then?"

"Because… um… because… uhh…"

"She…forgot?"

"NO! Rainbow Dash was just… busy! Yeah, that's it! She was busy!"

"Ah hope she finds an excuse for the weather today," said Appleboom, "Because if the Weather Ponies find out that Dash didn't do her work today, she could be in a heap of trouble".

Scootaloo gasped, "You're right! Then we have to protect Rainbow Dash's reputation!"

"How?" asked Sweetie Belle.

"By clearing away the clouds of course!"

"And just how are WE going to do that?" asked Applebloom.

Scootaloo looked around, then spotted a Clown Pony handing out balloons to the little fillies. Smiling, she turns to see Mr. Breezy's shop, where fans were sold.

"That's it!" she said as she ran towards the clown. "Come on, Crusaders!"

"Ah've got a bad feeling about this," said Applebloom.

**Soon…**

Night was beginning to come as the sun's last red and orange rays were disappearing over the hill. The cloud cover was penetrated by three groups of balloons, holding three certain fillies with fans.

"I don't know, Scootaloo," said Sweetie Belle.

"You sure ya know what yer doin'?" asked Applebloom.

"Positive!" said Scootaloo, staring her fan, "This way, we can clear away the clouds, save Rainbow Dash's reputation, AND maybe get Cutie Marks for… um…. Ah! Cloud Clearers!"

"Cloud Clearers?" asked Sweetie Belle, her fan on as she got to work.

"Just come on! We'll get this done in no time!"

The sun has set as the moon rose above, the stars following in pursuit. The three fillies managed to disperse the clouds easily.

"There!" said Scootaloo, "We're done!"

"Now, how in Equestria do we get down?" asked Applebloom.

"That's easy!" Scootaloo takes out a pin and pops one, causing her to go down.

"Oh, I was wondering why we had these," said Sweetie Belle, taking hers out and popping her balloons.

Applebloom tilted her head to get hers, but it caused the fan to go from low to high, causing her to loose herself.

"WHOA!" shouted Applebloom, "WHOA! How do you stop this?!"

Scootaloo and Sweetie Belle made it to the bottom as they look up to see their friend in trouble.

"Applebloom! Turn the fan off!" shouted Scootaloo, but they watched as Applebloom was blown towards the Everfree Forest. "Oh no…!"

The two friends rush off to see to their friend, the full moon illuminating the sky.


	8. Short and bitter troubles

**Meanwhile, back at Zecora's Hut...**

"Is it done yet?" asked Rarity, pacing back and forth, her heart racing as she was nervous.

"Don't worry, Rarity," said Rainbow Dash, "I covered up the sky with clouds, so we'll have some extra time"

"I do hope you're right".

CREAAAAAK...

"Mmmmm!" said Pinkie Pie, opening the door as she smelled the air, "Wow! I can smell those yummy, hot, baked, frosted goodies from here!"

"Pinkie, this is no time for Pastry Night," said Twilight, her horn glowing as she shut the door, "Right now, we need..."

"Of course!" said Pinkie Pie, putting her helmet back on, "We need to help our friend, sir! I mean, Ma'am!"

"THERE!" said Applejack, "Not too tight".

Fluttershy was still tied up, panting next to the window.

"Oh," said Fluttershy, "You should have tied it tighter, Applejack... if you wanted to".

"Now, calm down, Sugarcube. The potion will be done and ye'all be back to normal".

"Applejack's right, darling," Rarity said, approaching her, "As soon as its done, we'll be... be..." She began to shiver a bit as her whole body began to ache.

"What's wrong?" asked Applejack, but also noticed Fluttershy began to shake, her eyes closed as her shaking moved the chair. "Oh, Nelly!"

"Oh no!" Twilight looked out to see the full moon shining in the sky.

"What happened to MY clouds?!" shouted Rainbow Dash, confused.

"Zecora! We need it now!"

"The brew is now done!" Zecora scooped up a ladle full, "But I fear the transformations have begun!"

Twilight looks as Rarity and Fluttershy began to pant, growl, and grow. Quickly, Twilight gets the ladle from Zecora as she gets to Rarity first. She stepped back as Rarity's coat grew shaggy.

"Rarity, open your mouth!" shouted Twilight.

Aching from the pains inside, Rarity opened her mouth, her teeth beginning to sharpen to fangs. The second her mouth was open, something went inside, releasing something thick and gooey flowed down her throat while some splashed in her mouth.

"GRAAAAAHHH!" roared Rarity, sending Twilight back, coughing.

"Did it work?" hoped Twilight. Rarity was growling, but stopped growing. She then began to grow down, her fur trimmed down, and her size normal again, but she was still coughing. "Rarity?"

"ECK!" shouted Rarity, shaking her muzzle, "Darling! That was the most BITTER drink I ever had!"

"It worked!" said Twilight, getting another ladle full, "Now for Flu-"

CRACK!

SNAAAAPP!

AWOOOOOOOOO!

"Oh no!"

Fluttershy has gone her transformation once again as she became the beast. She was snarling at them, drooling at the mouth. Twilight gulped as she walked up to her.

"Twilight!" said Rainbow Dash, grabbing her tail, "Are you crazy?!"

"She maybe a Were- or Wolf-Pony," said Twilight, getting Dash to let her go, "But she is STILL our friend". Twilight approached the big grey Fluttershy. "Fluttershy? Remember... friend?"

Fluttershy growled a little as she looked at Twilight with her beaming, yellow eyes. The growl soon became a whimper as she muttered, "F-f-fren..."

"Yes, friend. I want to help you, so here". Twilight lifts up the ladle to Fluttershy, who was sniffing it. "Just drink this and you'll be all be-"

SMACK!

Fluttershy snarled as she slapped the ladle away. Twilight gasped as Fluttershy roared, lifting her paw to swipe at Twilight. Twilight's horn glowed as she teleported away in time, Fluttershy clawing the floor. Next thing she knew, a rope landed on her paw, then a second one on her other one.

"Yee-Haw!" shouted Applejack, "Come on, Rainbow! We better hogtie her!"

"On it!"

Fluttershy roared as the two Ponies ran around her. Before they knew it, Fluttershy was bounded again, but was struggling hard to get free.

"That won't hold her down fer long!" said Applejack, "Hurry, Twi!"

Twilight went to get another ladle full of the brew, but Fluttershy stopped, sniffing the air. She looks towards the direction of the delicious smell. Drooling, she struggled as she snapped her bindings.

CRASH!

Fluttershy breaks free as she crashes through Zecora's door and flew off into the night sky.

"Is it just me or is Fluttershy getting...stronger?" asked Rainbow Dash.

"Its the curse!" said Twilight, corking three flasks full of the brew. "If she's not cured by the end of tonight, she'll be a monster forever!"

"How come she smacked the potion away?"

"Must be because of that bittery taste!" said Rarity, drinking some water, "Ugh!"

"She must've smelled it," said Twilight, "That's why she smacked it away".

"I don't blame her," said Pinkie Pie, sniffing the brew and making a gag reflex. "I would too".

"Then we've no time to lose!" said Rainbow Dash.

"Yeah, those pastries need to be protected!" said Pinkie Pie, lifting up her C.S. Cannon.

"Don'tcha worry, Twi," said Applejack, gathering up another lasso, "We'll do our darnest to help Fluttershy"

"Thank you girls," said Twilight, putting the flasks into her pack, "COme on!"

"Wait!" said Rarity, smacking her lips, to Zecora, "Do you happen to have anything to get this bitterness out?"

"Ugh!"

"What? My mouth will be tasting this for a week!"


End file.
